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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 11, 2005
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WESTAMERICA BANCORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
001-9383 94-2156203
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(Commission File Number) (IRS Employer Identification No.)
1108 Fifth Avenue, San Rafael, California 94901
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(Address of Principal Executive Offices) (Zip Code)
(707) 863-6000
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4c))
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Signatures
Pursuant to the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Westamerica Bancorporation
/s/ DENNIS R. HANSEN
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Dennis R. Hansen
Senior Vice President and Controller
March 11, 2005
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Item 1.01 Entry into a Material Definitive Agreement.
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On January 25, 2005, the Employee Benefits and Compensation Committee (the
"Committee") of the Company's Board of Directors adopted corporate performance
measures for 2005 and approved cash bonuses to be paid to executive officers who
will be the named executive officers (the "Named Executive Officers") as
disclosed in the Company's 2005 proxy statement for the Company's 2005 annual
meeting of shareholders (the "Proxy Statement"), which will be filed with the
Securities and Exchange Commission in the near future, pursuant to the Company's
Executive Cash Bonus Program (attached hereto as Exhibit 10) in the following
amounts:
Name Cash Bonus
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David L. Payne $450,000
Jennifer J. Finger 100,500
Robert W. Entwisle 86,100
Hans T.Y. Tijan 89,800
Frank Zbacnik 72,300
In addition, on January 25, 2005, the Committee approved grants of
non-qualified stock options to each of the Named Executive Officers
pursuant to and consistent with the Amended and Restated Westamerica
Bancorporation Stock Option Plan of 1995 (the "Plan") as follows:
Name Number of Options
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David L. Payne 250,000
Jennifer J. Finger 17,800
Robert W. Entwisle 30,900
Hans T.Y. Tijan 24,100
Frank Zbacnik 14,400
All of the stock options were priced at 100% of fair market value on the date of
grant. All of the stock options granted vest ratably over a three year period
commencing one year after the grant date and will expire on the tenth
anniversary of the grant date.
The Committee also approved on January 25, 2005 grants of restricted
Performance shares to each of the Named Executive Officers (other than
David L. Payne) pursuant to and consistent with the Plan as follows:
Number of Restricted Market Price
Name Performance Shares On January 25, 2005
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Jennifer J. Finger 2,550 $52.539
Robert W. Entwisle 3,450 52.539
Hans T.Y. Tijan 3,450 52.539
Frank Zbacnik 2,070 52.539
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The restricted performance shares awarded were based on corporate-level
performance measures in the 2004 calendar year. The restricted performance
shares vest three years after the grant date but only if three year corporate
level performance goals set by the Committee at its meeting for lifting
restrictions on the grant are satisfied. The corporate level performance goals
established by the Committee included one or more of the performance objectives
described in Article XI of the Plan. Dividends will be paid only on vested
restricted performance shares.
Each grant of stock options and restricted performance shares were made under
the Plan pursuant to and consistent with the Company's form of Nonstatutory
Stock Option Agreement and form of Restricted Performance Share Grant
Agreement, which the Company intends to file as exhibits to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2004 on or before March 16,
2005. The Company will provide additional information regarding the
compensation paid to any of its Named Executive Officers in the Company's
2005 proxy statement for the Company's 2005 annual meeting of shareholders.
Item 9.01 Financial Statements and Exhibits
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Exhibit 10 Executive Cash Bonus Program
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Westamerica Bancorporation's the Company's) executive compensation program
generally includes salary, annual cash bonuses, stock options, restricted
performance share awards, and Company contributions to non-qualified
compensation plans. This description relates to the annual cash bonus element
of that program.
The most senior executives participate in the "Group I" or "Senior Management"
portion of the program. The Group I program includes annual cash bonuses which
are targeted in the range of 35% - 80% of salary if annual corporate
performance measures and individual or division-level goals are met. Each
position has a designated target within these ranges, with the CEO having the
highest percentage and other senior managers at lower points in the range. Other
selected senior managers participate in the "Group II" or "Management" portion
of this program. The Group II program includes annual cash bonuses which are
targeted in the range of 10% - 30% of salary if established goals are met.
The Employee Benefits and Compensation Committee of the Board of Directors (the
"Compensation Committee") selects participants for these plans based on
recommendations by the Chief Executive Officer ("CEO"). As part of the
budgeting process, generally early in the year, the Board or Compensation
Committee establishes annual corporate performance objectives. These objectives
include measures related to return on equity, return on assets, earnings per
share, credit quality, revenue per share growth, controlling noninterest
expenses and improving service quality. Specific criteria for each corporate
objective are established for "threshold", "target", and "outstanding"
performance. During the first quarter of each year, based on a review with the
CEO of corporate and individual performance for the year just completed, the
Compensation Committee makes the final decision on actual individual cash
bonuses except the Compensation Committee evaluates the CEO's performance and
compensation without the participation of the CEO.
Actual cash bonuses for each participant depend on achievement of corporate and
other objectives. Weighting of objectives varies by position, with more weight
on corporate performance for Group I employees. Failure on a significant element
of performance may result in no bonus. This program is established, governed,
and may be modified from time to time by the Compensation Committee.